TORONTO, ONTARIO–(Marketwired – July 11, 2017) –
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRE SERVICES
Leo Acquisitions Corp. (NEX:LEQ.H)(TSX VENTURE:LEQ.H) (the “Company“) is pleased to announce that it has closed its previously announced non-brokered private placement offering raising gross proceeds of approximately $71,940 (the “Offering“). The Company issued 1,308,000 common shares of the Company (the “Common Shares“) at a subscription price of $0.055 per Common Share. The proceeds of the Offering will be used for general corporate purposes and for working capital requirements.
The Common Shares issued in connection with the Offering are subject to a regulatory hold period of four months and a day in accordance with the rules and policies of the TSX Venture Exchange (“TSXV“) and applicable Canadian securities laws, and such further restrictions as may apply under foreign securities laws. Completion of the Offering is subject to final approval of the TSXV.
Directors of the Company have acquired 810,909 Common Shares under the Offering either directly or indirectly. Their participation in the Offering is considered to be a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on sections 5.5(b) and (c) of MI 61-101 for an exemption from the formal valuation requirement and section 5.7(b) of MI 61-101 for an exemption from minority shareholder approval requirements. The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
The TSXV has in no way passed upon the merits of the Company and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking statements” within the meaning of the applicable Canadian securities legislation which involves known and unknown risks relevant to the Company. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or does not expect”, “is expected”, anticipates” or “does not anticipate” “plans”, “estimates” or “intends” or stating that certain actions, events or results ” may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.
Gerry Goldberg
President and Chief Executive Officer
(416) 780-2244
[email protected]
